Daniel Gordon Beltzman Form 4 DITECH HOLDING / Daniel Gordon Beltzman ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Beltzman Daniel Gordon

(Last) (First) (Middle)

1350 BROADWAY

SUITE 2215

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DITECH HOLDING Corp [ DHCP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								7,166(1)	D
Common Stock								55,446(1)	I	By Birch Run Capital Partners, LP(2)(3)(4)(5)
Common Stock								170,676(1)	I	By Walloon BRC, LP(2)(3)(4)(5)
Common Stock								199,122(1)	I	By Pike BRC, LP(2)(3)(4)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Warrants	$20.63	02/09/2018		A(1)		12,209		02/09/2018	02/09/2028	Common Stock	12,209	$0	12,209	D
Series B Warrants	$28.25	02/09/2018		A(1)		9,687		02/09/2018	02/09/2028	Common Stock	9,687	$0	9,687	D
Series A Warrants	$20.63	02/09/2018		A(1)		94,462		02/09/2018	02/09/2028	Common Stock	94,462	$0	94,462	I	By Birch Run Capital Partners, LP(2)(3)(4)(5)
Series B Warrants	$28.25	02/09/2018		A(1)		74,954		02/09/2018	02/09/2028	Common Stock	74,954	$0	74,954	I	By Birch Run Capital Partners, LP(2)(3)(4)(5)
Series A Warrants	$20.63	02/09/2018		A(1)		290,778		02/09/2018	02/09/2028	Common Stock	290,778	$0	290,778	I	By Walloon BRC, LP(2)(3)(4)(5)
Series B Warrants	$28.25	02/09/2018		A(1)		230,727		02/09/2018	02/09/2028	Common Stock	230,727	$0	230,727	I	By Walloon BRC, LP(2)(3)(4)(5)
Series A Warrants	$20.63	02/09/2018		A(1)		339,241		02/09/2018	02/09/2028	Common Stock	339,241	$0	339,241	I	By Pike BRC, LP(2)(3)(4)(5)
Series B Warrants	$28.25	02/09/2018		A(1)		269,181		02/09/2018	02/09/2028	Common Stock	269,181	$0	269,181	I	By Pike BRC, LP(2)(3)(4)(5)

1. Name and Address of Reporting Person^*

Beltzman Daniel Gordon

(Last) (First) (Middle)

1350 BROADWAY

SUITE 2215

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Smith Gregory Howard

(Last) (First) (Middle)

1350 BROADWAY

SUITE 2215

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Birch Run Capital Advisors, LP

(Last) (First) (Middle)

1350 BROADWAY

SUITE 2215

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BRC Advisors GP, LLC

(Last) (First) (Middle)

1350 BROADWAY

SUITE 2215

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

Explanation of Responses:

1. On February 9, 2018 (the "Effective Date"), the Issuer's Amended Prepackaged Plan of Reorganization (the "Plan") became effective, and the Issuer emerged from bankruptcy proceedings. On the Effective Date, all outstanding shares of the Issuer's common stock, par value $0.01 per share ("Old Common Stock") and all rights of any holder in respect thereof were cancelled and extinguished. Pursuant to the Plan, on the Effective Date, each holder of Old Common Stock (including the Reporting Persons) received, in respect of one share of Old Common Stock (i) 0.05689208 shares of new common stock, par value $0.01 per share ("Common Stock"), (ii) 0.09692659 Series A Warrants to purchase an equivalent number of shares of Common Stock, and 0.07690920 Series B Warrants to purchase an equivalent number of shares of Common Stock, in all cases, subject to rounding with no fractional shares or warrants issuable. Such transaction was involuntary and in accordance with the terms of the Plan.

2. These securities are held directly by Birch Run Capital Partners, L.P., Walloon BRC, L.P., and Pike BRC, L.P. (collectively, the "Funds"). As of the date of this filing: Birch Run Capital Partners, L.P. directly holds 55,446 shares of Common Stock, 94,462 Series A Warrants, and 74,954 Series B Warrants; Walloon BRC, L.P. directly holds 170,676 shares of Common Stock, 290,778 Series A Warrants, and 230,727 Series B Warrants; and Pike BRC, L.P. directly holds 199,122 shares of Common Stock, 339,241 Series A Warrants, and 269,181 Series B Warrants.

3. Birch Run Capital GP, L.L.C. serves as the General Partner to Birch Run Capital Partners, L.P., Walloon BRC GP, L.L.C. serves as the General Partner to Walloon BRC, L.P. and Pike BRC GP, L.L.C. serves as the General Partner to Pike BRC, L.P. (collectively, "the General Partners"). Daniel Beltzman and Gregory Smith are the Co-Managing Members of the General Partners. As owners of the General Partners to the Funds, Messrs. Beltzman and Smith may share in an allocation of the profits of the Funds.

4. Birch Run Capital Advisors, L.P. (the "Adviser") serves as the Investment Adviser to the Funds. Pursuant to management agreements among the Adviser, the Funds, and their respective general partners, the Adviser has complete and unlimited discretion and authority with respect to the Funds' investments and voting power over investments. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. BRC Advisors GP, L.L.C. ("Adviser GP") is the General Partner to the Adviser. Daniel Beltzman and Gregory Smith are the Limited Partners of the Adviser and the Co-Managing Members of the Adviser GP. The Adviser, the Adviser GP, Daniel Beltzman and Gregory Smith may be deemed to share voting and dispositive power over the reported securities.

5. Each of the Adviser, the Adviser GP, Daniel Beltzman, and Gregory Smith disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

	/s/ Daniel Beltzman	02/13/2018
	/s/ Gregory Smith	02/13/2018
	Birch Run Capital Advisors, L.P. By: BRC Advisors GP, L.L.C., its general partner, Name: Caren E. Abramovich Title: Chief Operating & Compliance Officer /s/ Caren E. Abramovich	02/13/2018
	BRC Advisors GP, L.L.C., Name: Caren E. Abramovich, Title: Chief Operating & Compliance Officer /s/ Caren E. Abramovich	02/13/2018
	** Signature of Reporting Person	Date
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